HomeMy WebLinkAbout20170739.tiffdobtat lb # 1O(09
BOARD OF COUNTY COMMISSIONERS
REVIEW/ WORK SESSION REQUEST
RE: ReadyOp
DEPARTMENT: Weld County Department of Information Technology DATE: February 28, 2017
PERSON REQUESTING: Ryan Rose, Chief Information Officer, Information Technology
Brief description of the problem/issue:
Weld County is in need of an updated tool to quickly and efficiently send out communications for both OEM related
activities, and Human Resources related activities such as county closures. The current Mutare system is out-of-date, cannot
send out notifications in a timely manner, and lacks functionality needed by OEM.
OEM and IT have looked at possible solutions and have determined that ReadyOp will meet required needs as indicated in
the November work session on this topic
ReadyOp is a simple, innovative tool for efficiently and effectively planning, managing, communicating and directing
activities within a single organization or in a unified command structure involving multiple organizations. It is designed to
handle the fast -paced, demanding communications challenges of Incident Command Response, ReadyOp's flexibility
supports daily, exercise and response activities for a single organization as well as unified, multi -location agencies and
operations.
ReadyOp provides the tools to plan and train for incident response. and to effectively operate organizations day to day as
well as in emergency response, mitigation and recovery. This tool will work well for both OEM and Human Resources.
ReadyOp is a hosted solution. Annual subscription rate for a 25 administrative user license is $6,000. The BOCC approved
funding for this project in the OEM Budget
Frank Haug has reviewed and approves the contract.
What options exist for the Board? (Include consequences, impacts, costs, etc. of options)
Information Technology requests approval for adding this contract to the BOCC agenda and authorize the subscription to
ReadyOp.
Recommendation to the Board:
Information Technology recommends that the Board authorize the Chair to sign the contract for ReadyOp .
Julie Cozad, Chair
Steve Moreno, Pro-Tem
Barbara Kirkmeyer
Sean Conway
Mike Freeman
Attachments: Readyop Contract
c3 -r..44) -ate
3-/3ottx7
Approve
Recommendation Work Session
Schedule
Comments
2017-0739
03-13_17
-r row 40
LICENSE AND SERVICES AGREEMENT
This License and Services Agreement (the "Agreement") governs the licensing of
ReadyOp by and between Weld County, Colorado ("Client") and ReadyOp Communications, Inc.
("RCI") (each a "Party, to ether "Parties"), executed as of . The Effective Date of this
Agreement shall he ,c2O/ 7
RECITALS
WHEREAS, AS, RCI is engaged in the business of providing ReadyOp, a web -based planning
and communication platform that supports planning, response, command and communications
for Client organizations;
WHEREAS, the Parties have agreed that to engage in a service relationship as described below.
NOW, THEREFORE, in consideration of the foregoing, the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
AGREEMENT
1. RCI's Provision of ReadyOp Services: The Parties agree that RCI shall provide the
following services (the "Services"), in exchange for a fee invoiced by RCI on an annual basis and
paid by Client to RC1:
a. RCI will, upon receipt of payment, provision a ReadyOp website for Client's sole use to
support Client's planning, operations and communications.
b. RC1 will provide Client with login credentials and initial training for use of ReadyOp. A
total of twenty five user licenses are provided with the basic annual unit. Additional
licenses can be purchased in blocks of twenty five licenses. The annual fee is $6,000 for
the first twenty five user licenses and $6,000 annually for additional blocks of twenty five
user licenses.
c. RCI will provide training and support. RCI will assist Client with the design and layout of
the ReadyOp site tabs, roster and other information to be included in the site.
2 RCI's Responsibilities:
RCI will (i) provide our basic support for ReadyOp to Client at no additional charge, and (ii) use
commercially reasonable efforts to make ReadyOp available 24 hours a day, 7 days a week. Basic
support is defined as customer service phone support during normal business hours 0900-1700 EDT. At
all other times, RCI will make reasonable efforts to be available and promptly respond to Client's
emergency ReadyOp support needs.
a. RCI shall maintain appropriate administrative, physical, and technical safeguards for
protection of the security, confidentiality and integrity of the Client data. RCI agrees to
not (a) modify the Client data, (b) disclose Client data except as compelled by law or as
expressly permitted in writing by Client, and (c) access Client data except to provide
services and prevent or address service or technical problems, or at Client's request in
connection with customer support matters.
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RcadyOp Communications. Inc. Client Scr<ice Agreement — Weld County, CO
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b. RCI shall maintain appropriate administrative, physical, and technical safeguards for
protection of the security, confidentiality and integrity of the Client data. RCI agrees to
not (a) modify the Client data, (b) disclose Client data except as compelled by law or as
expressly permitted in writing by Client, and (c) access Client data except to provide
services and prevent or address service or technical problems, or at Client's request in
connection with customer support matters.
3. Client's Responsibilities:
a. Client shall (i) be responsible for Users' compliance with this Agreement, (ii) be
responsible for the accuracy, quality and legality of the Client data and of the means by
which Client acquired the Client Data, (iii) use commercially reasonable efforts to
prevent unauthorized access to or use of ReadyOp, and notify RCI promptly of any such
unauthorized access or use, and (iv) use ReadyOp only in accordance with the applicable
laws and government regulations.
b. Client agrees to not (a) make the Services available to anyone other than Client personnel,
(b) sell, resell, rent or lease ReadyOp, (c) use ReadyOp to store or transmit infringing,
libelous, or otherwise unlawful or tortious material, or to store or transmit material in
violation of third- party privacy rights, (d) use ReadyOp to store or transmit malicious
code, (e) interfere with or disrupt the integrity or performance of ReadyOp or third -
party data contained therein, or (f) attempt to gain unauthorized access to ReadyOp
servers, software or their related systems or networks..
c. Client shall comply with the terms of the ReadyOp End User Licensing Agreement, which
is attached hereto as Addendum A and is fully incorporated herein
4. Term and Termination:
a. This Agreement shall commence upon the Effective Date and shall continue for a period of
one
(1) year with option for annual renewal
b. Notwithstanding section 5(a), this Agreement may be terminated:
i. By either Party immediately upon the breach of the other Party of any of the
terms or provisions of this Agreement that are not promptly corrected.
ii. By either Party immediately in the event that the other Party: (I) becomes insolvent,
(2) makes an assignment for the benefit of creditors; (3) files a voluntary
bankruptcy petition; (4) acquiesces to any involuntary bankruptcy petition; (5) is
adjudicated bankrupt; (6) ceases to do business, in each case by written notice by
the terminating Party to the breaching Party.
iii. By either Party immediately without notice in the event of a determination by a
court of law, state or federal regulatory agency, or counsel for either Party, that this
Agreement or either Party's performance under this Agreement violates any federal
law or regulation.
iv. Termination. County has the right to terminate this Agreement, with or without
cause on thirty (30) days written notice. Due to the startup and training costs incurred
by RCI at the commencement of service, should County decide to terminate prior to
the end of the Term, any refund of the outstanding service fee will be reduced to
cover the costs incurred by RCI.
5. Confidentiality: During the term of this Agreement, confidential or proprietary information
will be transmitted or otherwise provided by or on behalf of one Party (the "Discloser") to the
other Party (the "Recipient"). Both Parties shall maintain and preserve to the maximum extent
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ReadyOp Communications. Inc. Client Service Agreement — Weld County. CO
permitted by the confidentiality of any such information and shall be entitled to obtain
injunctive relief as required to enforce these provisions, Notwithstanding anything to the contrary,
Recipient agrees that Recipient will not use or disclose any "nonpublic personal information" on a
"consumer" or "customer" or employee of Discloser or any of its affiliates that is made available
to or provided to the Recipient by the Discloser ("Consumer/Customer Information"), excluding
-nonpublic personal information" already in Recipient's possession from other sources, for any
purpose other than as required for the performance of the Recipient's obligations under this
Agreement. Recipient will take all reasonable measures, including without limitation such
measures as it takes to safeguard its own confidential information, to (i) ensure the security and
confidentiality of all such Customer Information, (ii) protect against anticipated threats or hazards
to the security or integrity of such Customer Information, and (iii) protect against unauthorized
access to or use of such Customer Information, including but not limited to the proper disposal of
such information. Recipient further agrees to promptly notify Discloser in the event that any
Customer Information is accessed by any unauthorized person while in the custody of Recipient or
any of its affiliates or subcontractors. In addition, Recipient, including its affiliates, will not
disclose such Customer Information to any third party unless the Recipient obtains the prior written
consent of Discloser, except as otherwise required by law. For purposes of this section, the terms
"nonpublic personal information," "consumer" and "customer" shall have the meanings set forth in
title V of the Gramm -Leach -Bliley Act and its implementing regulations, and this section shall
survive termination of this Agreement. Confidential financial information of the Contract Professional
should be transmitted separately from the main bid submittal, clearly denoting in red on the financial
information at the top the word, "CONFIDENTIAL." However, Contract Professional is advised that
as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with
regard to public records, and cannot guarantee the confidentiality of all documents.
6. Assignment: Neither Party may assign its rights or obligations under this Agreement without
the other Party's prior written consent, except that Client is permitted to assign its rights and/or
obligations under this Agreement to one of its organizational affiliates without notice. Subject to
the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties
hereto and their respective successors and assigns.
7. Independent Contractor: The Parties acknowledge and agree that RCI is acting as an
independent contractor in performing the services listed in this Agreement.
8. Choice of Forum and Law: This Agreement shall be governed by and construed in
accordance with the internal laws (not including its conflicts of laws rules but including its statutes
of limitations) of the State of Colorado.
9. N/A
10. Survival: Section Five, regarding confidentiality, shall survive any termination or
expiration of this Agreement.
1I. Authority: Each Party represents and warrants that it has the full legal right, power, and
authority to enter into and perform this Agreement, and that the individual signing on its behalf
is authorized to execute this Agreement.
12. Modification: This Agreement may be modified only by a written agreement signed by the
Parties.
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ReadyOp Communications. Inc. Client tiers ice Agreement — Weld County. CO
13. Severability: Each provision of this Agreement shall be treated as a separate and
independent clause. and the unenforceability of any one clause shall in no way impair the
enforceability of the other clauses herein.
I 4. Entire Agreement: The Parties intend this Agreement to constitute the complete. exclusive,
and fully integrated statement of their agreement, superseding all prior agreements, understandings,
and negotiations. written and oral, with respect to the subject matter hereof. No representation,
inducement, promise, understanding. condition or warranty not set forth herein has been made or
relied upon by any Party hereto.
IS. Notices: All notices and other communications to any Party hereunder shall be in writing
(including telecopy or similar writing) and, except as noted, shall be deemed given when received at
the address set forth below,
lb. Independent Contract Professional. Contract Professional agrees that it is an independent
Contract Professional and that Contract Professional's officers, agents or employees will not become
employees of County, nor entitled to any employee benefits from County as a result of the execution of this
Agreement. Contract Professional shall perform its duties hereunder as an independent Contract
Professional. Contract Professional shall be solely responsible for its acts and those of its agents and
employees for all acts performed pursuant to this Agreement.
17. Compliance with Law. Contract Professional shall strictly comply with all applicable federal and
State laws, rules and regulations in effect or hereafter established, including without limitation, laws
applicable to discrimination and unfair employment practices.
18. Fund Availability. Financial obligations of the County payable after the current fiscal year are
contingent upon funds for that purpose being appropriated, budgeted and otherwise made available.
Execution of this Agreement by County does not create an obligation on the part of County to expend funds
not otherwise appropriated in each succeeding year.
19. Governmental immunity. No term or condition of this contract shall be construed or interpreted
as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of
the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended.
20. Board of County Commissioners of Weld County Approval. This Agreement shall not be
valid
until it has been approved by the Board of County Commissioners of Weld County. Colorado or its
designee.
21. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use
other Contract Professionals or persons to perform services of the same or similar nature.
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ReadyOp Communications. Inc. Client Service Agreement — Weld County. CO
11 W ITNESS WHEREOF. the parties hereto have signed this Agreement this/2 day of 9�1C
2017.
CONTRACT PROFESSIONAL:
Read}Op Communications. inc.
B):
Name: Ma Moore
Title: Chief Executive Officer
WELD COUNT)
ATTEST: BOA D OF COUNTY COMMISSIONERS
Weld Count) e s the Board
Date
BY:
Deputy Clef tot e :oar
2 /27/2_0/7
WELD CO TY, COLORA
a
Julie A. Co d, Chair
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ReaJ)t p (itmmunicaliam. Inc. (:liens Ser ice Agreement - Weld Court . CO
6720/7- 7,59
ADDENDUM
A
I):rt�•.
b,,3//3/b2o/ 7
Itendyl)p End User License Agreement
ReadyOp is offered to ('1.11:N I as a licensed service for use only under the terms of this license.
Ready Op has not and will not be not sold to (1.II;N 1'. ReadyOp Communications, Inc. ("RCI''), the
license provider. reserves all rights not expressly granted to CLIENT. ReadyOp is referred to in this
icense Agreement as ReadyOp )p or the "Licensed Application.
I , scope of License: I his license granted to CLIENT for ReadyOp by RCI is a non -transferable
license to use ReadyOp on any computer device CLIENT or Client personnel, as defined in § 3(b) of
the Agreement. owns or controls. CLIENT and its employees and contractors may not copy (except
as expressly permitted by this license), decompile, reverse engineer, disassemble, attempt to derive
the source code of. modify. or create derivative works of' ReadyOp, any updates, or any part thereof.
An) attempt to do so is a violation of the rights of RCI. If CLIENT breaches this restriction,
('l.Il{N F may be subject to prosecution and damages. The terms of the license will govern any
upgrades provided h, RCI that replace and/or supplement ReadyOp, unless such upgrade is
accompanied by a separate license in which case the terms of that license will govern.
2. Termination. The license is effective until terminated by CLIENT or RCI. CLIENT's rights under
this license will terminate automatically without notice from RCI if CLIENT t;tils to comply with
any tenn(s) of this license. Upon termination of the license. CLIENT shall cease all use of
ReadyOp. This Agreement shall commence upon the Effective Date and shall continue for a
period of one (I) year with option to renew on an annual basis. The terms of termination are
defined in Paragraph 4 of the Master Service Agreement.
S. Services. ReadyOp may enable access to third party services and web sites. Third Party Services
are defined as any services and web sites added to and/or hyperlinked to the CLIENT ReadyOp
web site by CI.11=NT's ReadyOp Administrators. Services, as defined here, do not include the
activities or infrastructure of third party telecommunications providers integrated into and essential
to ReadyOp's core communications Functions (e.g., the mechanism to send an SMS text
message via a % ireless carrier company'snet„ork).
CLIENT understands that by using any of the 'fhird Party Services. CLIENT, its employees and
contractors may encounter content that may be deemed offensive. indecent, or objectionable,
which content may or may not he identified as having explicit language. and that the results of
any search or entering of a particular URL may automatically and unintentionally generate links or
references to objectionable material. CLIENT agrees to use the Third Party Services at CLIENT's
sole risk and that RCI shall not have an) liability to CLIENT. its employees and contractors for
content that may be found to be offensive, indecent, or objectionable.
Certain Services may display, include or make available content, data. infotrmation. applications or
materials from third parties ("Third Party Materials") or provide links to certain third party web sites.
By using Third Party Services and or Third Party Materials. CLIENT acknowledges and agrees that
RCI is not responsible for examining or evaluating the content, accuracy, completeness. timeliness.
validity. copyright compliance. legality. decency. quality or any other aspect of such Third Party
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Iteadyl)p Communications. Inc. Client Service Agreement — Weld Count). CO
Sers ices or third Parts Materials RCI does not warrant or endorse and does not assume and
will nt't have any liability or responsibility to You or any other person for any Third Party
tier ices of Hind Party Materials. Neither RCI. nor any of its content providers, guarantees the
asaiLthihts. a.. HMO connpleteness, reliability, or timeliness of stock information or location data
displayed by ,no I hilt' Pawn Services in as a part of Third Party Materials
CLIEN I agrees that any Third Party Services and Third Party Materials may contain proprietary
content. information and material that is protected by applicable intellectual property and other laws,
including but not limited to copyright. and that CLIENT will not use such proprietary content.
information of materials in any way whatsoever except for permitted use of the owner of the Third
Parts gets ties and third Party Materials.
In addition. Third Party tier\ ices and Third Party Materials that may not available in all languages or
n all countries. RCI makes no representation that such Services and Materials are appropriate or
arsailalle for use in any particular location. To the extent CIA ENT chooses to access such
Ser ices or Materials. CI,II .NT does so at CLIENT's own initiative and is responsible for
compliance with any applicable laws, including but not limited to applicable local laws. RCI, and
its licensors. reserve the right to change. suspend. remove, or disable access to any Third Party
Services at any lime without notice. In no event will RCI be liable for the removal of or disabling
of access to any such Third Party Services. RCI may also impose limits on the use of or access to
certain Third ('arty Services and Third Party Materials, in any case and without notice or liability.
CLIEN I further agrees not to use the Services in any manner to harass, abuse, stalk, threaten,
defame or otherwise infringe or violate the rights of any other party. and that RCl is not in any way
responsible for any such use by CLIENT, nor for any harassing, threatening, defamatory, offensive
or illegal messages or transmissions that CLIENT. its employees and contractors may receive as a
result of using any of the Services.
4. NO WARRANTY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
READYOP AND ANY SERVICES PERFORMED OR PROVIDED BY READYOP ("SERVICES")
ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT
WARRANTY OF ANY KIND, AND RCI HEREBY DISCLAIMS ALL WARRANTIES AND
CONDITIONS WITH RESPECT TO READYOP AND ANY SERVICES, EITHER EXPRESS.
IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY
QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET
ENJOYMENT. AND NON -INFRINGEMENT OF THIRD PARTY RIGHTS. RCI DOES NOT
WARRANT AGAINST INTT:RFERENCE. WITH CLIENT'S ENJOYMENT OF READYOP.
THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY.
READYOP WILL MEET CLIENT'S REQUIREMENTS. THAT TIIE OPERATION OF
READYOP OR SERVICES WIL1. BE UNIN I L.:RRUPTE_D OR ERROR -FREE. OR THAT
DEFECTS IN READYOP OR SERVICES WILL. BE CORRECTED. NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN BY RCI OR ITS AUTHORIZED REPRESENTATIVE
SHALL CREATE A WARRANTY.
6. Cl...IENT, it employees and contractors may not use or otherwise export or re-export ReadyOp
except as authorized by United States law and the laws of the jurisdiction in which ReadyOp
was obtained. In particular. but without limitation, ReadyOp may not be exported or re-exported (a)
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Ready0p Communications. Inc. Client Service Agreement -- Weld County. CO
into an) U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of
Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or
Entity List. By using ReadyOp, CLIENT represents and warrants that CLIENT is not located in
any such country or on any such list. CLIENT also agrees that CLIENT will not use these products
for any purposes prohibited by United States law, including, without limitation, the development,
design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
7. The lags of the State of Florida. excluding its conflicts of law rules, govern this license and
CLIENT's use of ReadyOp. CLIENT's use of ReadyOp may also be subject to other local.
state, national, or international laws.
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Ready Op Communications. Inc. Client Ser% ice Agreement - Weld County. CO
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